Kyriakou Minos – ‘SC 13E3’ on 12/17/02 re: Antenna TV SA

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Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3     Transaction Statement                                 16     68K 
 2: EX-99       Exhibit (A)(1)(A)                                     58    316K 

SC 13E3   —   Transaction Statement
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------------
SCHEDULE 13E-3
RULE 13E-100
 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER

----------------------

 ANTENNA TV S.A.
(NAME OF THE ISSUER)

 ANTENNA TV S.A.
(NAME OF PERSON(S) FILING STATEMENT)

 ORDINARY SHARES AND AMERICAN DEPOSITARY SHARES (EACH AMERICAN
DEPOSITARY SHARE REPRESENTING ONE HALF OF ONE ORDINARY SHARE) 
(TITLE OF CLASS OF SECURITIES)

 CUSIP NO. 03672N 10 0
 (CUSIP NUMBER OF CLASS OF SECURITIES)

 DR. NIKOLAOS ANGELOPOULOS
 CHIEF FINANCIAL OFFICER
 ANTENNA TV S.A.
 KIFISSIAS AVENUE 10-12, 15 125 MAROUSSI, ATHENS, GREECE
 TELEPHONE: +30 210 688 6500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
 RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)

This statement is filed in connection with (check the appropriate box):         
a   [_]   The filing of solicitation materials or an information statement      
      subject to Regulation 14A, Regulation 14C or Rule 13e-(c)under the
Securities Exchange Act of 1934.                            
b.  [_]   The filing of a registration statement under the Securities Act of    
1933.                                                       
c.  [X]   A tender offer.                                                       
d.  [_]   None of the above.                                                    

Check the following box if the soliciting materials or information statement    
referred to in checking box (a) are preliminary copies:  [_]                    

Check the following box if the filing is a final amendment reporting the results
of the transaction:  [_]                                                        

 CALCULATION OF FILING FEE
--------------------------------------------------------------------------------
TRANSACTION VALUATION*                        AMOUNT OF FILING FEE  
--------------------------------------------------------------------------------
$9,366,226                                   $1,873.25  
--------------------------------------------------------------------------------

------------                                                                    
 *      Estimated for purposes of calculating the filing fee. This calculation
       assumes the purchase of 3,902,594 Ordinary Shares (either directly or
         in the form of American Depositary Shares (each represented by one half
        of one Ordinary Share)) of Antenna TV S.A., ticker symbol "ANTV," at a
     purchase price of $2.40 per Ordinary Share or $1.20 per ADS, net in
   cash. The amount of the filing fee, calculated in accordance with
 Regulation 2400.0-11 of the Securities Exchange Act of 1934, as
        amended, equals 1/50th of one percent of the value of the transaction.
[X]     Check box if any part of the fee is offset as provided by Rule        
      0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.   

                                                                [Download Table]
                                                                                   
AMOUNT PREVIOUSLY PAID:  $1,873.25  FILING PARTY: HOLNEST INVESTMENTS LIMITED      
                                                  GLOBECAST HOLDINGS LIMITED       
                                                  ALTAVISTA GLOBAL HOLDINGS LIMITED
                                                  PRAXIS GLOBAL INVESTMENTS LIMITED
                                                  MINOS KYRIAKOU                   
                                                  THEODORE KYRIAKOU                
                                                  XENOPHON KYRIAKOU                
                                                  ATHINA KYRIAKOU                  

FORM OR REGISTRATION NO.: SCHEDULE TO/13E-3     DATE FILED:    NOVEMBER 25, 2002

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INTRODUCTION

                This Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") relates to the offer by Holnest Investments Limited, Globecast Holdings 
Limited, Altavista Global Holdings Limited and Praxis Global Investments        
Limited, each a corporation incorporated pursuant to the laws of the Republic of
Ireland, and Minos Kyriakou, Theodore Kyriakou, Xenophon Kyriakou and Athina    
Kyriakou (collectively, the "Offerors"), as set forth in the Tender Offer       
Statement on Schedule TO, dated November 25, 2002 (as amended and supplemented  
on December 17, 2002, the "Schedule TO"), to purchase (i) all outstanding       
ordinary shares ("Ordinary Shares") not already owned by the Offerors or their  
affiliates and (ii) all outstanding American Depositary Shares ("ADSs") not     
already owned by the Offerors or their affiliates (each ADS representing one    
half of one Ordinary Share), of Antenna TV S.A. ("Antenna" or the "Company"), a 
Greek societe anonyme, at a purchase price of $2.40 per Ordinary Share or $1.20 
per ADS, net in cash, without interest, upon the terms and subject to the       
conditions of the Offerors' Offer to Purchase dated November 25, 2002 and       
amended on December 17, 2002 (the "Offer to Purchase"), a copy of which is      
attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal  
(the "Letter of Transmittal"), a copy of which is attached hereto as Exhibit    
(a)(1)(B) (which, together with the Offer to Purchase, as amended or further    
supplemented from time to time, constitute the "Offer").                        

 In response to the Offer, the Company filed a
Solicitation/Recommendation Statement on Schedule 14D-9 on November 25, 2002 (as
amended and supplemented on December 17, 2002, the "Schedule 14D-9"). The       
information contained in the Schedule 14D-9 is expressly incorporated by        
reference in response to the items of this Schedule 13E-3. The information      
contained in the Offer to Purchase is expressly incorporated by reference in    
response to the items of this Schedule 13E-3.                                   

                 Capitalized terms used but not defined in this Schedule 13E-3
shall have the meanings ascribed to them in the Offer to Purchase.              

ITEM 1.           SUMMARY TERM SHEET                                            

                 The information contained in the section "Summary Term Sheet"
in the Offer to Purchase is incorporated in this Schedule 13E-3 by reference.   

ITEM 2.           SUBJECT COMPANY INFORMATION                                   

(A)      NAME AND ADDRESS.                                    

              The name of the subject company is Antenna TV S.A. a Greek
societe anonyme company. The address of the principal executive offices of the  
Company is Kifissias Avenue 10-12, 15 125 Maroussi, Athens, Greece. The         
telephone number of the principal executive offices of the Company is +30 210   
688 6100.                                                                       

(B)      SECURITIES.                                          

                 This Schedule 13E-3 relates to the Company's Ordinary Shares,
nominal value GRD 100 per share and its American Depositary Shares, each ADS    
representing one half of one Ordinary Share. As of the close of business on     
November 25, 2002, there were 19,849,440 Ordinary Shares outstanding.           

(C)      TRADING MARKET AND PRICE.                            

             The information set forth under the caption "The Offer --
Price Range of ADSs; Dividends" in the Offer to Purchase is incorporated in this
Schedule 13E-3 by reference.                                                    

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(D)      DIVIDENDS.                                           

             The information set forth under the caption "The Offer --
Price Range of ADSs; Dividends" in the Offer to Purchase is incorporated in this
Schedule 13E-3 by reference.                                                    

(E)      PRIOR PUBLIC OFFERINGS.                              

Not applicable.                             

(F)      PRIOR STOCK PURCHASES.                               

Not applicable.                             

ITEM 3.           IDENTITY AND BACKGROUND OF FILING PERSONS                     

(A)      NAME AND ADDRESS.                                    

                This Schedule 13E-3 is filed by Antenna, which is the issuer
and subject company (the "Filing Person").                                      

               The name, business address and business telephone number of
Antenna are set forth in Item 2 above. The name, business address and business  
telephone number of the board of directors of Antenna are set forth in Item 3(c)
below.                                                                          

           The information set forth under the caption "Schedule I
Information Concerning the Directors and Executives of the Offerors" of the     
Offer to Purchase is incorporated in this Schedule 13E-3 by reference.          

(B)      BUSINESS AND BACKGROUND OF ENTITIES.                 

            The information set forth under the caption "The Offer -
Certain Information Concerning the Offerors" of the Offer to Purchase is        
incorporated in this Schedule 13E-3 by reference.                               

(C)      BUSINESS AND BACKGROUND OF NATURAL PERSONS.          

Not applicable.                             

              DIRECTORS AND EXECUTIVE OFFICERS OF ANTENNA. The following
table sets forth the name, business address, present principal occupation or    
employment, and material occupations, positions, offices or employment for the  
past five years of each director and executive officer of Antenna. During the   
last five years, neither Antenna nor, to the best knowledge of Antenna, any of  
the persons listed below (i) has been convicted in a criminal proceeding        
(excluding traffic violations or similar misdemeanors) or (ii) was a party to   
any judicial or administrative proceeding (except for matters that were         
dismissed without sanction or settlement) that resulted in a judgment, decree or
final order enjoining the person from future violations of, or prohibiting      
activities subject to, federal or state securities laws, or a finding of any    
violation of such laws. None of the individuals are citizens of the United      
States.                                                                         

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         NAME            BUSINESS ADDRESS            BUSINESS EXPERIENCE            CITIZENSHIP 
-----------------------  ----------------  --------------------------------------  -------------
                                                                                                
Minos Kyriakou                 (1)         MR. MINOS KYRIAKOU founded Antenna in       Greek    
                                           December 1989 and has served as its                  
                                           Chairman since then. Mr. Kyriakou was                
                                           Antenna's Chief Executive Officer from               
                                           December 1989 until March 1999. He is                
                                           also a shipowner, and the President of               
                                           the Aegean Foundation                                

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         NAME            BUSINESS ADDRESS            BUSINESS EXPERIENCE            CITIZENSHIP 
-----------------------  ----------------  --------------------------------------  -------------
                                                                                                
                                           and Honorary Consul General of                       
                                           Singapore to Athens and of Poland to                 
                                           Thessaloniki. He is also a director of               
                                           Antenna Productions S.A. (a holding                  
                                           company), Antel S.A. (a developer of                 
                                           computer software and provider of data               
                                           transmission services), Antenna                      
                                           Satellite (which broadcasts and                      
                                           distributes television programming in                
                                           the United States), Antenna Satellite                
                                           Radio (which operates radio stations                 
                                           in the United States), Antenna RT                    
                                           Satellite Services Ltd. (a holding                   
                                           company), Pacific Broadcast (which                   
                                           broadcasts television programming in                 
                                           Australia through a joint venture) and               
                                           Chairman of Euroholding Capital                      
                                           Investment Corp. (previously known as                
                                           Athenian Capital Holdings S.A.) (a                   
                                           holding company).                                    

Theodore Kyriakou              (1)         MR. THEODORE KYRIAKOU, Mr. Minos            Greek    
                                           Kyriakou's son, served as Antenna's                  
                                           Executive Vice President (from 1995)                 
                                           and its Chief Operating Officer (from                
                                           September 1998) until his appointment                
                                           in March 1999 as Antenna's Chief                     
                                           Executive Officer, which position Mr.                
                                           Kyriakou held until his appointment in               
                                           January 2002 as Antenna's Group Vice                 
                                           Chairman. Mr. Kyriakou has been a                    
                                           Director since September 1998. Before                
                                           1995, he worked for the CBS affiliate                
                                           in Washington, D.C. owned by Gannett                 
                                           Broadcasting. He has also worked for                 
                                           Antenna Satellite in New York. He                    
                                           holds a degree in International                      
                                           Business and Finance and a degree in                 
                                           Physics, from Georgetown University                  
                                           where he graduated CUM LAUDE.                        

Spilios Charamis               (1)         MR. SPILIOS CHARAMIS has over 30 years      Greek    
                                           experience in broadcasting and joined                
                                           Antenna as General Manager in 1989. He               
                                           has been Antenna's TV Group General                  
                                           Manager since September 2000. He has                 
                                           served as Antenna's Vice Chairman                    
                                           since September 1998. He also serves                 
                                           as an officer of Antenna Cyprus. His                 
                                           previous employment includes general                 
                                           manager of Mole-Richardson Ltd.,                     
                                           deputy general manager of ERT, vice                  
                                           president of Hellas Radio and managing               
                                           director of Bioplastic S.A. Mr.                      
                                           Charamis studied                                     

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         NAME            BUSINESS ADDRESS            BUSINESS EXPERIENCE            CITIZENSHIP 
-----------------------  ----------------  --------------------------------------  -------------
                                                                                                
                                           Law at the University of Athens and                  
                                           Cinema and Television at the                         
                                           University of California at Los                      
                                           Angeles. Mr. Spilios Charamis was                    
                                           appointed Group General Manager, Vice                
                                           Chairman, since January 2002.                        

Jonathan Procter               (1)         MR. JONATHAN PROCTER joined Antenna in  South African
                                           May 2000 as Pay TV Group General                     
                                           Manager and has been Antenna's TV                    
                                           Group CEO since January 2002. Before                 
                                           joining Antenna, he served as chief                  
                                           executive officer of the first                       
                                           privately owned licensed television                  
                                           channel in South Africa, e.tv. Prior                 
                                           to that, he was chief executive                      
                                           officer of Bop Broadcasting Corp.,                   
                                           which operated two television networks               
                                           and three radio stations.                            

Maurice Avdelas                (1)         DR. MAURICE AVDELAS has been Antenna's      Greek    
                                           General Manager Antenna TV since                     
                                           September 2000 and Antenna's Managing                
                                           Director (CEO) since January 2002. He                
                                           was Antenna's Deputy General Manager                 
                                           from December 1997 to September 2000                 
                                           and has worked for Antenna since 1990                
                                           as head of the Marketing and Research                
                                           team where he served as Director since               
                                           1991. Before that, he worked as                      
                                           Director of Marketing for the radio                  
                                           station Flash 96.1 and as a Research                 
                                           Advisor of the Greek Cinematography                  
                                           Center. He holds a degree from the                   
                                           School of Business and Economics and                 
                                           has completed graduate studies in the                
                                           field of mass media. He also holds a                 
                                           doctorate degree from the Universite                 
                                           Paris VIII and has been involved in                  
                                           several research projects and lectures               
                                           on the subject of mass media in                      
                                           Greece.                                              

Nikolaos Angelopoulos          (1)         DR. NIKOLAOS ANGELOPOULOS has served        Greek    
                                           as Antenna's Chief Financial Officer                 
                                           since June 1996 and has 23 years of                  
                                           experience in the business and finance               
                                           sectors. Before June 1996, he was                    
                                           financial director of Olympic Airways,               
                                           S.A., corporate treasurer and                        
                                           management controls and planning                     
                                           manager of British Petroleum in Greece               
                                           and an economist with Societe d'Etudes               
                                           et Developpement Economique et Social,               
                                           S.A. in Paris. He                                    

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         NAME              BUSINESS ADDRESS              BUSINESS EXPERIENCE              CITIZENSHIP 
-----------------------    ----------------    --------------------------------------    -------------
                                                                                                      
                                               holds a masters and a Ph.D. degree                     
                                               from the University of Paris I                         
                                               --Sorbonne.                                            

George Anypas                Mesogion 225      MR. GEORGE ANTYPAS joined Antenna's           Greek    
                         Neo Psyhiko, Athens,  Board in December 2000. He has over                    
                                Greece         30 years experience in  international                  
                           +30 210 679 4700    markets. From 1967 to 1996, he was                     
                                               Chairman of the Board and Chief                        
                                               Executive Officer of Antypas Co S.A.                   
                                               From 1980 to 1986, he also served as                   
                                               planning and marketing advisor of                      
                                               O.M.C. Group of Companies Ltd.,                        
                                               England. Since 1997, he has been a                     
                                               member of Board of Directors of Vardas                 
                                               AEBEE, as special market advisor as                    
                                               well as in senior management positions                 
                                               in private industry. Since 2000, he                    
                                               has been a Vice President of Lekatsa                   
                                               S.A. Medical Center.                                   

Panagiotis Fotilas            Karoali &        DR. PANAGIOTIS FOTILAS joined Antenna's                
                            Dimitriou 80,      Board of Directors in September 1998.                  
                           Piraeus, Greece     From 1983 to 1988, he served as chairman               
                           +30 210 414 2164    and managing director of the Hellenic                  
                                               Aerospace Industry. Dr. Fotilas has                    
                                               been a Professor of the University of                  
                                               Piraeus since June 1985.                               

Athina Kyriakou                  (1)           MS. ATHINA KYRIAKOU, Mr. Minos                Greek    
                                               Kyriakou's daughter, joined Antenna's                  
                                               Board in December 2000. She has served                 
                                               in Antenna's Television Programming                    
                                               Department, Sales and Marketing                        
                                               Department and New Business                            
                                               Development Department. From January                   
                                               2000 to May 2000 she was an Editorial                  
                                               Assistant at "Mediterranean                            
                                               Quarterly," a journal of global issues                 
                                               in Washington D.C. From July 2000 to                   
                                               August 2000, she worked for "Maxim                     
                                               Magazine," a Daphne publication.                       
                                               Currently, Ms. Kyriakou is attending                   
                                               New York University where she is                       
                                               studying for her Masters Degree.                       

Xenophon Kyriakou                (1)           MR. XENOPHON KYRIAKOU, Mr. Minos             Greek     
                                               Kyriakou's son, joined Antenna's                       
                                               Board of Directors in September                        
                                               1998. He is a shipowner, a                             
                                               director of a Greek shipping                           
                                               company and a director of Antel                        
                                               S.A                                                    

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         NAME            BUSINESS ADDRESS            BUSINESS EXPERIENCE            CITIZENSHIP 
-----------------------  ----------------  --------------------------------------  -------------
                                                                                                

Alkistis Marangoudaki          (1)         MS. ALKISTIS MARANGOUDAKI is Antenna'       Greek    
                                           TV Group Programming Manager and has                 
                                           over 10 years of experience in both                  
                                           newspaper and television programming                 
                                           and joined Antenna in 1989. Before                   
                                           joining Antenna, she worked for the                  
                                           newspapers "Antilogos" and "Evdomi."                 
                                           She holds a degree in Political                      
                                           Science from the University of Athens                
                                           and has a postgraduate degree in                     
                                           Communication Policy from the City                   
                                           University in London.                                

Dimitrios Dallas               (1)         MR. DIMITRIOS DALLAS is Antenna's TV        Greek    
                                           Group Technical Manager and is an                    
                                           electrical engineer with over 20 years               
                                           experience in the radio and television               
                                           sector. He is a specialist in the                    
                                           design, installation and operation of                
                                           television equipment. Before joining                 
                                           Antenna in 1989, he was manager of the               
                                           television department of Telmaco in                  
                                           Greece for five years.                               

Vangelis Moraitis              (1)         MR. VANGELIS MORAITIS joined Antenna        Greek    
                                           on March 15, 2000 and is Group Sales                 
                                           and Marketing General Manager. Before                
                                           joining Antenna, he was the                          
                                           Advertising Sales Manager of Mega                    
                                           Channel, and before that was the                     
                                           Marketing and Sales Director of Desmi                
                                           Publications (Greek City Guide and                   
                                           Life Style Magazines & Publications).                
                                           Prior to that, he worked for several                 
                                           years as a media manager and director                
                                           in the Greek advertising industry. He                
                                           has done postgraduate modules in Media               
                                           at New York University, holds a                      
                                           postgraduate degree in Advertising                   
                                           from the Hellenic Advertising Agency                 
                                           Association in Greece and his                        
                                           bachelors in economics from the                      
                                           University of Athens.                                

Michael Poulos                 (1)         MR. MICHAEL POULOS joined Antenna in        Greek    
                                           September 1999 and is Group Human                    
                                           Resources and Administration Manager.                
                                           Before joining Antenna, he was an                    
                                           Human Resources manager at Fort James                
                                           Hellas. He studied economics at the                  
                                           University of Salonica and he also                   
                                           holds a Masters degree in Business                   
                                           Administration from the University of                
                                           Virginia.                                            

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         NAME            BUSINESS ADDRESS            BUSINESS EXPERIENCE            CITIZENSHIP 
-----------------------  ----------------  --------------------------------------  -------------
                                                                                                
Kostas Kibouropoulos           (1)         MR. KOSTAS KIBOUROPOULOS joined             Greek    
                                           Antenna in October 1994 and was                      
                                           appointed Radio Group General Manager                
                                           in September 2000. Before joining                    
                                           Antenna, he worked for Skai Radio and                
                                           TV as Director General. Prior to that,               
                                           he was a political reporter. Mr.                     
                                           Kibouropoulos studied Law and                        
                                           Political Science at the University of               
                                           Athens.                                              

---------------                                                                 

(1)      Business Address: Antenna TV S.A., Kifissias Avenue 10-12, 15 125      
Maroussi, Athens, Greece, +30 210 688 6100                    

ITEM 4.           TERMS OF THE TRANSACTION                                      

(A)      MATERIAL TERMS.                                      

                 The information set forth under the following captions in the
Offer to Purchase is incorporated in this Schedule 13E-3 by reference: Summary  
Term Sheet; Introduction; The Offer -- Terms of the Offer; The Offer --         
Acceptance for Payment and Payment for ADSs and Ordinary Shares; The Offer --   
Procedures for Tendering ADSs and Ordinary Shares; The Offer -- Withdrawal      
Rights; The Offer -- Certain U.S. Federal Tax Consequences; and The Offer --    
Conditions of the Offer.                                                        

(C)      DIFFERENT TERMS.                                     

Not applicable.                             

(D)      APPRAISAL RIGHTS.                                    

Not applicable.                             

(E)      PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS.        

None.                                       

(F)      ELIGIBILITY FOR LISTING OR TRADING.                  

Not applicable.                             

ITEM 5.           PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS      

(A)      TRANSACTIONS.                                        

        The information set forth in Item 3, "Past Contacts,
Transactions, Negotiations and Agreements" of the Schedule 14D-9, and under the 
following captions in the Offer to Purchase, is incorporated in this Schedule   
13E-3 by reference:                                                             

                  Special Factors -- Background of the Offer; Special Factors --
               Related Party Transactions; Special Factors -- Interests of
             Certain Persons in the Offer; and The Offer - Interest of
   Directors and Executive Officers and Principal.

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(B)      SIGNIFICANT CORPORATE EVENTS.                        

        The information set forth in Item 3, "Past Contacts,
Transactions, Negotiations and Agreements" of the Schedule 14D-9, and under the 
following captions in the Offer to Purchase, is incorporated in this Schedule   
13E-3 by reference:                                                             

           Special Factors -- Background of the Offer; and Special
       Factors -- Purpose of the Offer; Plans for Antenna.

(C)      NEGOTIATIONS OR CONTACTS.                            

        The information set forth in Item 3, "Past Contacts,
Transactions, Negotiations and Agreements" of the Schedule 14D-9, and under the 
following captions in the Offer to Purchase, is incorporated in this Schedule   
13E-3 by reference:                                                             

                  Special Factors -- Background of the Offer; Special Factors --
            Purpose of the Offer; Plans for Antenna; and The Offer -
               Interest of Directors and Executive Officers and Principal.

 (E)      AGREEMENTS INVOLVING THE SUBJECT COMPANY'S SECURITIES.

                 The information set forth under the following captions in the
Offer to Purchase is incorporated in this Schedule 13E-3 by reference:          

             Introduction; Special Factors -- Background of the Offer;
               Special Factors -- Purpose of the Offer; Plans for Antenna;
              Special Factors -- Related Party Transactions; and Special
         Factors -- Interests of Certain Persons in the Offer.

ITEM 6.           PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS            

(A)      USE OF SECURITIES ACQUIRED.                          

                 The information set forth under the following captions in the
Offer to Purchase is incorporated in this Schedule 13E-3 by reference:          

             Introduction; Special Factors -- Background of the Offer;
               Special Factors -- Purpose of the Offer; Plans for Antenna;
                  Special Factors -- Recommendation of the Special Committee and
               the Antenna Board; Special Factors - Fairness of the Offer;
                 Special Factors - Position of the Offerors Regarding Fairness
             of the Offer; and The Offer -- Effect of the Offer on the
Market of the ADSs and Ordinary Shares.     

(C)      PLANS.                                               

         The information set forth in Item 7, "Purposes of the
Transaction and Plans or Proposals" of the Schedule 14D-9, and under the        
following captions in the Offer to Purchase is incorporated in this Schedule    
13E-3 by reference:                                                             

                  Special Factors -- Background of the Offer; Special Factors --
               Purpose of the Offer; Plans for Antenna; Special Factors --
            Fairness of the Offer; Special Factors - Position of the
                Offerors Regarding Fairness of the Offer; Special Factors --
                 Interests of Certain Persons in the Offer; The Offer -- Price
                  Range of ADSs; Dividends; and The Offer -- Effect of the Offer
  on the Market of the ADSs and Ordinary Shares.

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ITEM 7.           PURPOSES, ALTERNATIVES, REASONS AND EFFECTS                   

            The information set forth at Item 4(b) under the caption
"Reasons for the Recommendation; Background of the Offer" in the Schedule 14D-9 
is incorporated in this Schedule 13E-3 by reference.                            

(A)      PURPOSES.                                            

                 The information set forth in Item 7 of the Schedule 14D-9 and
under the following captions in the Offer to Purchase is incorporated in this   
Schedule 13E-3 by reference:                                                    

               Special Factors -- Purpose of the Offer; Plans for Antenna;
              Special Factors -- Related Party Transactions; and Special
         Factors -- Interests of Certain Persons in the Offer.

(B)      ALTERNATIVES.                                        

            The information set forth at Item 4(b) under the caption
"Reasons for the Recommendation; Background of the Offer" in the Schedule 14D-9 
is incorporated in this Schedule 13E-3 by reference.                            

                 The information set forth under the following captions in the
Offer to Purchase is incorporated in this Schedule 13E-3 by reference:          

           Special Factors -- Background of the Offer; and Special
       Factors -- Purpose of the Offer; Plans for Antenna.

(C)      REASONS.                                             

                 The information set forth at Item 4 in the Schedule 14D-9 and
under the following captions in the Offer to Purchase is incorporated in this   
Schedule 13E-3 by reference.                                                    

               Special Factors -- Purpose of the Offer; Plans for Antenna;
                 Special Factors -- Fairness of the Offer; and Special Factors
               - Position of the Offerors Regarding Fairness of the Offer.

(D)      EFFECTS.                                             

                 The information set forth under the following captions in the
Offer to Purchase is incorporated in this Schedule 13E-3 by reference:          

                Introduction; Special Factors -- Purpose of the Offer; Plans
                  for Antenna; Special Factors -- Fairness of the Offer; Special
                Factors - Position of the Offerors Regarding Fairness of the
                  Offer; The Offer -- Certain U.S. Federal Tax Consequences; and
               The Offer -- Effect of the Offer on the Market for the ADSs
and Ordinary Shares.                        

ITEM 8.           FAIRNESS OF THE TRANSACTION                                   

(A)      FAIRNESS.                                            

               The information set forth at Item 4(a) under the caption in
the Schedule 14D-9 entitled "Solicitation Recommendation" is incorporated in    
this Schedule 13E-3 by reference.                                               

                 The information set forth under the following captions in the
Offer to Purchase is incorporated in this Schedule 13E-3 by reference:          

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            Special Factors -- Opinion of Financial Advisor; Special
                  Factors -- Fairness of the Offer; and Position of the Offerors
Regarding Fairness of the Offer.            

(B)      FACTORS CONSIDERED IN DETERMINING FAIRNESS.          

              The information set forth at Item 4(b) under the following
caption "Reasons for the Recommendation; Background of the Offer" in the        
Schedule 14D-9 is incorporated in this Schedule 13E-3 by reference.             

                 The information set forth under the following captions in the
Offer to Purchase is incorporated in this Schedule 13E-3 by reference:          

            Special Factors -- Opinion of Financial Advisor; Special
                  Factors -- Fairness of the Offer; and Position of the Offerors
Regarding Fairness of the Offer.            

(C)      APPROVAL OF SECURITY HOLDERS.                        

                 The information set forth under the following captions in the
Offer to Purchase is incorporated in this Schedule 13E-3 by reference:          

               Special Factors -- Purpose of the Offer; Plans for Antenna;
and The Offer -- Terms of the Offer.                                            

(D)      UNAFFILIATED REPRESENTATIVE.                         

                The information set forth in Item 5 under the caption in the
Schedule 14D-9 entitled "Person/Assets, Retained, Employed, Compensated or Used"
is incorporated in this Schedule 13E-3 by reference.                            

                 The information set forth under the following captions in the
Offer to Purchase is incorporated in this Schedule 13E-3 by reference:          

                Special Factors -- Opinion of Financial Advisor; and Special
Factors -- Background of the Offer.                                             

(E)      APPROVAL OF DIRECTORS.                               

            The information set forth at Item 4(a) under the caption
"Solicitation Recommendation and Item 4(b) under the caption "Reasons for the   
Recommendation; Background of the Offer" in the Schedule 14D-9 are incorporated 
in this Schedule 13E-3 by reference.                                            

                 The information set forth under the following captions in the
Offer to Purchase is incorporated in this Schedule 13E-3 by reference:          

                Special Factors -- Opinion of Financial Advisor; and Special
Factors -- Background of the Offer.                                             

(F)      OTHER OFFERS.                                        

None.                                       

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ITEM 9.           REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS                

(A)      REPORT, OPINION OR APPRAISAL.                        

               The information set forth under the caption in the Offer to
Purchase entitled "Special Factors -- Opinion of Financial Advisor" is          
incorporated in this Schedule 13E-3 by reference.                               

    (B)      PREPARER AND SUMMARY OF THE REPORT, OPINION OR APPRAISAL.

               The information set forth under the caption in the Offer to
Purchase entitled "Special Factors -- Opinion of Financial Advisor" is          
incorporated in this Schedule 13E-3 by reference.                               

                The information set forth at Item 4 in the Schedule 14D-9 is
incorporated in this Schedule 13E-3 by reference.                               

(C)      AVAILABILITY OF DOCUMENTS.                           

            The information set forth in the fairness opinion of the
Special Committee attached to the Offer to Purchase as Annex A is incorporated  
in this Schedule 13E-3 by reference.                                            

ITEM 10.          SOURCES AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION           

(A)      SOURCE OF FUNDS.                                     

             The information set forth under the caption "The Offer --
Source and Amount of Funds" in the Offer to Purchase is incorporated in this    
Schedule 13E-3 by reference.                                                    

(B)      CONDITIONS.                                          

             The information set forth under the caption "The Offer --
Source and Amount of Funds" in the Offer to Purchase is incorporated in this    
Schedule 13E-3 by reference.                                                    

(C)      EXPENSES.                                            

               The information set forth under the caption in the Offer to
Purchase entitled "The Offer -- Fees and Expenses" is incorporated in this      
Schedule 13E-3 by reference.                                                    

(D)      BORROWED FUNDS.                                      

Not applicable.                             

ITEM 11.          INTEREST IN SECURITIES OF THE SUBJECT COMPANY                 

(A)      SECURITIES OWNERSHIP.                                

                 The information set forth under the captions "Special Factors
-- Interests of Certain Persons in the Offer" and "The Offer - Certain          
Information Concerning the Officers" in the Offer to Purchase is incorporated in
this Schedule 13E-3 by reference.                                               

(B)      SECURITIES TRANSACTIONS.                             

                The information set forth under Item 6 of the Schedule 14D-9
entitled "Interest in Securities of the Subject Company" is incorporated in this
Schedule 13E-3 by reference.                                                    

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ITEM 12.          THE SOLICITATION OR RECOMMENDATION                            

   (A)      INTENT TO TENDER OR VOTE IN A GOING-PRIVATE TRANSACTION.

Not applicable.                             

(B)      RECOMMENDATIONS OF OTHERS.                           

             The information set forth under Items 4(a) and (b) of the
Schedule 14D-9 entitled "Solicitation Recommendation" and "Reasons for the      
Recommendation; Background of the Offer," respectively, is incorporated in this 
Schedule 13E-3 by reference.                                                    

                  The information set forth under the Offer to Purchase entitled
"Special Factors --Fairness of the Offer "; and "Special Factors - Position of  
the Offerors Regarding Fairness of the Offer" is incorporated in this Schedule  
13E-3 by reference.                                                             

ITEM 13.          FINANCIAL STATEMENTS                                          

(A)      FINANCIAL INFORMATION.                               

               The information set forth in the Offer to Purchase entitled
"The Offer -- Certain Information Concerning Antenna" is incorporated in this   
Schedule 13E-3 by reference. The information set forth in Item 8 of Antenna's   
Annual Report on Form 20-F for the fiscal year ended December 31, 2001 is       
incorporated in this Schedule 13E-3 by reference. The information set forth in  
Item 1 of Antenna's Quarterly Report on Form 6-K for the quarterly period ended 
September 30, 2002 is incorporated in this Schedule 13E-3 by reference.         

(B)      PRO FORMA INFORMATION.                               

Not applicable.                             

ITEM 14.          PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED        

(A)      SOLICITATIONS OR RECOMMENDATIONS.                    

             The information set forth at Item 5 in the Schedule 14D-9
under the caption "Persons/Assets Retained, Employed, Compensated or Used" is   
incorporated in this Schedule 13E-3 by reference.                               

(B)      EMPLOYEES AND CORPORATE ASSETS.                      

             The information set forth at Item 5 in the Schedule 14D-9
under the caption "Persons/Assets Retained, Employed, Compensated or Used" is   
incorporated in this Schedule 13E-3 by reference.                               

ITEM 15.          ADDITIONAL INFORMATION                                        

(A)      OTHER MATERIAL INFORMATION.                          

         The information contained in the Offer to Purchase is
incorporated in this Schedule 13E-3 by reference.                               

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ITEM 16.          EXHIBITS                                                      

(a)(1)(A)         Offer to Purchase dated November 25, 2002, as amended and     
supplemented on December 17, 2002.          

(a)(1)(B)         Form of Letter of Transmittal.*                               

(a)(1)(C)         Form of Notice of Guaranteed Delivery.*                       

(a)(1)(D)         Form of Letter to Brokers, Dealers, Commercial Banks, Trust   
Companies and Other Nominees.*              

(a)(1)(E)         Form of Letter to Clients.*                                   

(a)(2)(A)         Press Release issued by the Offerors dated November 25, 2002.*

(c)(1)            Opinion of Piraeus Bank, financial advisor to the Special     
                  Committee of the Board of Directors of Antenna, dated November
                11, 2002 (included as Annex A to the Offer to Purchase filed
herewith as Exhibit (a)(1)(A)).*            

(c)(2)            Materials presented by representatives of Piraeus Bank to the 
Special Committeee on November 12, 2002.*   

*        Incorporated by reference to the Schedule TO filed by the Offerors on  
November 25, 2002, as amended on December 17, 2002.           

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      SIGNATURES

                 After due inquiry and to the best of his or her knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.                                        

                   ANTENNA TV S.A.

                                  By:  /s/ Nikolaos Angelopoulos
                                               ---------------------------------
                                          Name:  Nikolaos Angelopoulos
                                            Title: Chief Financial Officer

Dated:  December 17, 2002                                                       

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       EXHIBIT INDEX

(a)(1)(A)         Offer to Purchase dated November 25, 2002, as amended and     
supplemented on December 17, 2002.          

(a)(1)(B)         Form of Letter of Transmittal.*                               

(a)(1)(C)         Form of Notice of Guaranteed Delivery.*                       

(a)(1)(D)         Form of Letter to Brokers, Dealers, Commercial Banks, Trust   
Companies and Other Nominees.*              

(a)(1)(E)         Form of Letter to Clients.*                                   

(a)(2)(A)         Press Release issued by the Offerors dated November 25, 2002.*

(c)(1)            Opinion of Piraeus Bank, financial advisor to the Special     
                  Committee of the Board of Directors of Antenna, dated November
                11, 2002 (included as Annex A to the Offer to Purchase filed
herewith as Exhibit (a)(1)(A)).*            

(c)(2)            Materials presented by representatives of Piraeus Bank to the 
Special Committeee on November 12, 2002.*   

*        Incorporated by reference to the Schedule TO filed by the Offerors on  
November 25, 2002, as amended on December 17, 2002.           

      16

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3’ Filing		Date		First		Last			Other Filings
Filed on:		12/17/02		2		16			SC 13E3/A,  SC 14D9/A,  SC TO-T/A
		11/25/02		1		16			SC 13E3,  SC 14D9,  SC TO-T
		11/12/02		14		16
		11/11/02		14		16
		9/30/02		13
		12/31/01		13					20-F
		3/15/00		7
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